Common use of By the Seller Clause in Contracts

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents and representatives (the “Buyer Indemnitees”) from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: any misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; any breach of any covenant of Seller contained in this Agreement; any debt, liability or obligation of Seller other than the Assumed Liabilities; and the operations of the Purchased Assets prior to the Effective Date.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents and representatives (the “Buyer Indemnitees”) from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's ’s and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: : (i) any misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any other agreement, instrument, document or certificate delivered by Seller pursuant to this Agreement; ; (ii) any breach of any covenant of Seller contained in this Agreement or any other agreement, instrument, document or certificate delivered by Seller pursuant to this Agreement; ; (iii) any debt, liability or obligation of Seller other than the Assumed Liabilities; and and (iv) the use or operations of the Purchased Assets prior to the Effective Closing Date.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents and representatives (the “"Buyer Indemnitees”") from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “"Loss” " and collectively, “"Losses”") that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: : (i) any misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; Agreement or in any of the closing documents identified in Section 4.1 hereof (the "Seller's Closing Documents"); (ii) any breach of any covenant of Seller contained in this Agreement; Agreement or the Seller's Closing Documents; (iii) any debt, liability or obligation of Seller other than the Assumed Liabilities; and and (iv) the operations of the Purchased Assets prior to the Effective Date.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents and representatives (the “"Buyer Indemnitees”") from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “"Loss” " and collectively, “"Losses”") that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: : (i) any material misrepresentation or breach of any warranty of Seller or Jxxxx Xxxxxxx contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; at the Closing; (ii) any breach of any covenant of Seller contained in this Agreement; ; (iii) any debt, liability or obligation of Seller other than the Assumed Liabilities; and and (iv) the operations of the Purchased Assets Acquired Business prior to the Effective DateClosing.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates officers, directors, employees and MMC and its respective directors, officers, employeesdirectors and employees (collectively, agents and representatives (the “"Buyer Indemnitees”Indemnified Parties") from and against any and all actions, claims, liabilities (whether known or unknowndamages, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlementliabilities, costs or and expenses (including, without limitation, reasonable attorney's settlement costs and expert fees and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Buyer Indemnified Parties in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” each and collectively, “Losses”) that any all of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: following: (a) any misrepresentation or breach by the Seller of any representation or warranty of the Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; ; (b) any breach of any covenant covenant, agreement or obligation of the Seller contained in this Agreement; (c) fraud or any misrepresentation contained in any statement, certificate or schedule furnished by the Seller pursuant to this Agreement and referred to herein; (d) the Excluded Assets; (e) the Excluded Liabilities; (f) failure by the Seller to comply with the provisions of any applicable bulk sales laws of any state in connection with the transactions contemplated hereby; any debtand (g) the Acquired Assets, liability or obligation of Seller other than the Assumed Liabilities; Division and the operations of the Purchased Assets Operations prior to the Effective DateClosing.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its their respective directors, officers, employees, agents and representatives (the “Buyer Indemnitees”) from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: : (i) any misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; ; (ii) any breach of any covenant of Seller contained in this Agreement; ; (iii) any debt, liability or obligation of Seller other than the Assumed Liabilities; and and (iv) the operations of the Purchased Assets prior to the Effective Date.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents and representatives (the “Buyer Indemnitees”) from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: any misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; any breach of any covenant of Seller contained in this Agreement; any debt, liability or obligation of Seller other than the Assumed Liabilities; and the operations of the Purchased Assets prior to the Effective DateTime.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents agents, attorneys and representatives (the “Buyer Indemnitees”) from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: any misrepresentation representations made by Seller that are not accurate or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; any breach of any covenant of Seller contained in this Agreement; any debt, liability or obligation of Seller other than the Assumed Liabilities; and the operations of the Purchased Assets prior to the Effective Date.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its their respective directors, officers, employees, agents and representatives (the “"Buyer Indemnitees”") from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “"Loss” " and collectively, “"Losses”") that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: : (i) any misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; ; (ii) any breach of any covenant of Seller contained in this Agreement; ; (iii) any debt, liability or obligation of Seller other than the Assumed Liabilities; and and (iv) the operations of the Purchased Assets prior to the Effective Date. (v) Any claim(s) by third parties that this Agreement or the underlying transactions constitute a fraudulent conveyance.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents and representatives (the “"Buyer Indemnitees”") from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “"Loss” " and collectively, “"Losses”") that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: : (i) any material misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; at the Closing; (ii) any material breach of any covenant of Seller contained in this Agreement; ; (iii) any debt, liability or obligation of Seller other than the Assumed Liabilities; and and (iv) the operations of the Purchased Assets Acquired Business prior to the Effective DateClosing.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents and representatives (the “Buyer Indemnitees”) from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's ’s and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: : (i) any misrepresentation or breach of any warranty of Seller contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; Agreement or in any of the closing documents identified in Section 4.1 hereof (the “Seller’s Closing Documents”); (ii) any breach of any covenant of Seller contained in this Agreement; Agreement or the Seller’s Closing Documents; (iii) any debt, liability or obligation of Seller other than the Assumed Liabilities; and and (iv) the operations of the Purchased Assets prior to the Effective Date.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its respective directors, officers, employees, agents and representatives (the “Buyer Indemnitees”) from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: any misrepresentation or breach of any warranty of Seller or Xx. Xxxxxx contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; any breach of any covenant of Seller contained in this Agreement; any debt, liability or obligation of Seller other than the Assumed Liabilities; and the operations of the Purchased Assets prior to the Effective Date.

By the Seller. The Seller hereby agrees to indemnify and hold harmless each of the Buyer, its affiliates and its their respective directors, officers, employees, agents agents, representatives and representatives successors (the “Buyer Indemnitees”) from and against any and all actions, claims, liabilities (whether known or unknown, matured or unmatured, stated or unstated, fixed or contingent), obligations, damages of any kind (including, without limitation, general, special, incidental and consequential damages), judgments, liens, injunctions, charges, orders, decrees, rulings, demands, losses, dues, assessments, taxes, fines, fees, penalties, amounts paid in settlement, costs or expenses (including, without limitation, reasonable attorney's and expert fees and expenses in connection with investigating, defending or settling any action or threatened action) (each, a “Loss” and collectively, “Losses”) that any of the Buyer Indemnitees may incur, or to which it, he or she may become subject, arising out of, resulting from or relating to: : (i) any misrepresentation or breach of any warranty of Seller or Xx. Xxxxx contained in this Agreement or in any schedule of Seller or any certificate delivered by Seller pursuant to this Agreement; ; (ii) any breach of any covenant of Seller contained in this Agreement; ; (iii) any debt, liability or obligation of Seller other than the Assumed Liabilities; and and (iv) the operations of the Purchased Assets prior to the Effective Date.